Our recent longitudinal study of 761 elderly persons in metropolitan Chicago indicates that lower extremity OA is a major risk factor for functional limitation among persons over age 65. In addition, incidence of limitation is hierarchical such that physical activity is affected first, followed by IADL, mobility/dexterity, and ADL. This pattern indicates that prevention or containment of limitation in physical activity in older people could prevent the incidence of functional limitation in other domains. Recent exercise interventions have demonstrated statistically significant short term improvements in muscle strength fitness and physical activity in young-old people under the age of 70. This Development and Feasibility application seeks to determine if those same benefits can be achieved in an older population (mean age 84). Specifically, we propose to develop, pilot, and refine an exercise/education intervention and test its short term efficacy at three months. Study participants will be community dwelling volunteer members of the Levy Senior center in Evanston, IL. who demonstrate clinical presence of OA of the hip or knee on physical exam. Cognitively intact persons who meet this criterion will be stratified by functional class (mild vs. Moderate) and randomly assigned in successive blocks of 24 to treatment (N=72) or control (N=72) conditions. The exercise component of the intervention will include lower extremity muscle strengthening, range of motion and fitness walking. An education component will focus on arthritis self efficacy and perceived self-reported exercise efficacy. Pre and posttest lower extremity muscle strength, 6-minute distance walk, and physical activity will be examined using multivariate analyses which will control for demographic and disease characteristics and mediators like anxiety/depression and perceived exercise efficacy. If the intervention demonstrates short term efficacy, future work will assess its longer term adherence and impact on long-term functional limitation and use of long-term care.